General Terms of Sale

Introduction

ROLLON S.p.A. supplies will be regulated exclusively by the following General Terms of Contract:

Orders 1. Any offer that ROLLON S.p.A. sends to the customer at the request of the latter may not be seen as a contractual proposal both when it concerns list price products and when it concerns tailor made products. Therefore, any order by the Customer will not bind ROLLON S.p.A. in any way prior to receipt by the Customer itself of the written order confirmation from ROLLON S.p.A.. For orders of small amounts (less than € 258.23) ROLLON S.p.A. reserves the right to accept the order by way of execution. Unless otherwise indicated, the terms of each offer by ROLLON S.p.A. are valid for 30 days from the transmission of the same. 2. Each order must specify for each product the exact trade name attributed to it by ROLLON S.p.A. and the quantity requested. ROLLON S.p.A. reserves the right to supply the products requested in different executions to those indicated in its catalogues, price lists, technical specifications, etc. that have the same functional characteristics, except where the Customer specifies in writing a different requirement. 3. For jobs concerning products not shown by the ROLLON S.p.A. price list or catalogue and created on specifications indicated by the Customer, the job will be understood to refer not only to the finished good but also to the material necessary for its production. The size of the job may fluctuate up to 10% compared to the ordered quantity based upon any production waste that occurs, with the Customer being obliged to collect any surplus goods (up to the amount indicated).

Prices 1. In the absence of an offer and/or written confirmation of the order by ROLLON S.p.A., the price of the requested products shall be understood to be agreed in the amount indicated in the latest update of the ROLLON S.p.A. price list. The list prices are indicative and do not bind ROLLON S.p.A., which reserves the right to change them without any burden of prior notice towards third parties. 2. The price shown by the price lists and/or by the offers sent to the Customer must be understood to be net of VAT and ex works at the plant of ROLLON S.p.A. (Vimercate). The price does not include the cost of packaging which is shown as a lump sum in the amount of 1% of the value indicated on the price list. Returns of packaging are not accepted. Any request by the Customer to bring forward the delivery date of the material as established in the order confirmation may involve a price change. Any testing at the ROLLON S.p.A. plant of parts supplied must be expressly requested by the Customer and involves an increase of 5%. 3. For the jobs set out in Article 3 of 'Orders', concerning products not shown by the ROLLON S.p.A. price list or catalogue and created on specifications indicated by the Customer, the price of the job will still be agreed in reference to the product unit.

Delivery 1. ROLLON S.p.A. disclaims any risk relating to the deterioration of the goods and the transportation at the time of delivery to the carrier or the shipping agent, or in any case where the goods are made available to the Customer at the plants or warehouses of ROLLON S.p.A. by written communication. 2. The delivery terms shown in the order confirmation are indicative and not mandatory. ROLLON S.p.A. does not accept any liability for damages deriving from delivery delays. In any case, any delay in delivering the products subject to the job may not give rise to the termination of the contract and/or cancellation of the order. 3. However, the delivery term will be extended, without this involving any liability for ROLLON S.p.A. in the event of: • inaccuracies and delays in the job as accepted by ROLLON S.p.A. • changes to the job as accepted by ROLLON S.p.A. • jobs set out in point 3 of 'Orders', concerning products not shown by the ROLLON S.p.A. price list or catalogue and created on specifications indicated by the Customer, for that part of the order falling within the fluctuation indicated above • general strikes or particular difficulties in procuring raw materials not attributable to ROLLON S.p.A. • transportation delays when this is agreed to be attributed to ROLLON S.p.A. • causes of force majeure, including suspensions of the supply of energy

Guarantee • ROLLON S.p.A. guarantees, in accordance with Art. 1512 of the Italian Civil Code, the good functioning of the products created for one year from delivery, when their actual application is suggested by the Technical or Commercial Department of our company and provided that the report of incorrect functioning is communicated in writing within eight days from discovery. The guarantee does not cover damages or defects due to external agents, deficiency of maintenance, overloading, unsuitable lubricants, natural wear, choice of incorrect type, error in assembly or other causes attributable to incorrect use or not attributable to the production of the goods. The guarantee is limited to the repair and/or replacement, excluding greater damage.

Complaints and Disputes 1. Complaints and disputes regarding defects, faults, lack of quality and/or deformity of the goods must be made in writing within eight days from the delivery of the goods or from the discovery of the defect, if hidden, and in any case within a year from delivery. Complaints after that period will not be considered. 2. After the payment due date, the Customer may no longer make complaints and disputes, or bring a judicial action, if it has not first paid what is agreed for the job. Any dispute must be substantiated in order to be considered. The products subject to dispute and for which the return to the plant of ROLLON S.p.A. is authorised travel at the risk and cost of the Customer. 3. Where it is ascertained that the goods are defective, the Customer may obtain the repair or replacement, excluding any other form of compensation, return or termination. Products that have been tampered with will not be replaced. 4. ROLLON SS.p.A. is not liable for damages caused to the purchaser or to its third party successors by use of products not compliant with the function and specifications for which they were designed and sold.

Shipments and Transportations 1. Shipments are understood to be made free on board to the assigned port. The goods travel at the risk and danger of the Customer and complaints for any shortages of material must be invoked against the carrier. 2. Any complaint or dispute in relation to differences of quantities of goods or exchanges of products with respect to the job must be received, under penalty of forfeiture, in writing and within eight days of the delivery of the goods and must be accompanied by the indication of the gross weight of the disputed package upon arrival at the destination. 3. The carrier or the shipping agent is always indicated or instructed by the Customer. Where the carrier has been chosen by ROLLON S.p.A. at the request of the Customer, no liability will be held by ROLLON S.p.A. in relation to the lack of or delayed delivery of the shipped goods or the transportation price.

Personal Data Processing The Customer declares to have read the privacy policy in accordance with Art.13 of Italian Legislative Decree 30 June 2003 no.196 (privacy code) and the rights of the interested party provided by Art.7 of Italian Legislative Decree no.196/2003, authorising the processing of its personal data, and that of its officers, and its respective communication to the entities listed in that privacy policy, for the purposes indicated therein.

Payments • The payment of each job must be made to the headquarters of ROLLON S.p.A. in Vimercate. In the event of a payment delay, ROLLON S.p.A. will apply a default rate of interest amounting to 5% on an annual basis, plus normal interest due by law, for each day of delay until fulfilment. This is without prejudice to further damages.

Court with Jurisdiction, Validity and Applicable Law • For any dispute, the Court of Monza will have jurisdiction. • These General Terms of Contract cancel and replace the previous versions. All contracts signed by ROLLON S.p.A. will only be subject to Italian law.